Falling To Pieces
by DangerMan
Summary: Lee Everett and his band of survivors thought they had a peaceful home at the motor-inn. They were wrong. Mostly follows canon of the game, but Carley will survive as this is a CarLee story.
1. Shattered Peace

**A/N First try at multi-chapter writing! Please review! I'll update as frequently as I can!**

**There will be spoilers for episode 2-5 and maybe 1.**

**The Walking Dead Game is owned by Robert Kirkman and Telltale Games.**

* * *

There was an eerie silence as dawn broke over the Travelier Motel.

Lee Everett sighed as he looked out into the forest. It had been yet another uneventful watch and he was longing for some sleep. He turned to look back at the motor-inn which had been their home for the past few weeks. It had almost been calm, or as close to calm as possible in the new world, until the St. John brothers stumbled upon them. That had shattered their "peace", but at first glance the strangers seemed like they could be of help. Initially Lee had refused to go, but when the rest of the group almost begged him to, he agreed.

When they arrived at the dairy, Kenny had also got the sense that something was up. However, the truth was far more gruesome than either could have imagined. Lee found Mark legless, and quickly came to the horrible realisation that the dinner they were eating was Mark.

In the end, Larry was killed. Mark is dead. Then remorse washed over Lee, as he remembered Andy grabbing Clem, and the events of the meat locker.

"Something wrong?"

Lee snapped out of his train of thought and looked down to see Carley looking up at him, a concerned frown etched on her face.

"I'm fine" Lee said hoarsely, smiling at her.

"Meat locker?" She asked hesitantly and quietly.

"Yeah..." He admitted. Carley was someone he trusted. Sometimes he thought of her as his only friend, now that Kenny regarded him as an enemy. Carley frowned again, nodded and walked back to her room. Lee knew what that meant: she was giving him alone time. Smiling to himself, he decided to finally get up. There were so many things on his mind, things he needed to mull over in the privacy of his room.

Lee looked at the sky and judged that it was time for Kenny to take his shift. He was pondering about whether he should just wait it out or go get Kenny when Kenny himself emerged from his room. Lee quickly called him over, but he received an icy glare.

_We need to trust each other, _he thought to himself, _or we'll never make it._

* * *

There were too many things to think about. Lee had too much on his mind and thinking about it only made it worse. He had yet to talk to Lilly to change his shift, as Clementine was scared of being alone. He needed to mend his relationship with Kenny. And then, there was Carley. Lee didn't know what to think about her - she was a good friend, someone he had always trusted. Yet sometimes he thought there was something more than that.

Suddenly there was a knock on the door, and it opened to reveal Clem smiling.

"Lilly's giving out rations!" she said happily, looking like she was waiting for Lee.

"I'm coming, just give me a second." he replied, before getting of the bed and heading outside.

The whole group was gathering around Lilly next to the RV. As Lee walked over, she tried to smile briefly.

"Lee, Carley, Kenny... There's one ration left for the three of you." she said, frowning at Lee. Kenny rolled his eyes and left, thinking that Lee wouldn't let him have the food.

"Carley can have it. I'm fine, and I have jobs to do." Lee said. Carley smiled gratefully at him, but there was something else in her warm, light brown eyes.

"Thanks..." she trailed off, as Lilly left. She made sure Lilly was out of earshot. "Lee, I can't take food from you."

"Are you sure?" Lee asked, a strange look on his face.

"Yeah. And you didn't eat at all yesterday, after the dairy. You deserve some food." she said and walked off.

Lee looked at the jerky in his hands. Clementine was already fed, so he knew exactly who he was giving it to.

He walked over to Kenny.

"What are you trying to do here?" Kenny asked, suspicion in his voice.

"It's some food, everyone needs to keep their strength up." Lee answered. "Look, I don't see you as a bad man, Kenny. We can move past everything."

"Ok, ok, I'll take the food. Just leave." Kenny said, his eyes narrowed.

Sighing, Lee headed back out to the parking lot. Lilly saw him and grimaced, realising what he had probably done.

Lee saw this and remembered: _I have to change my shift!_ Slowly, he approached Lilly. Noticing this, she stood up.

"Hey, Lilly..." he stopped for a second as he remembered that this probably wasn't the right time. "Clementine doesn't like being alone in the dark, so do you mind if we swap shifts?"

"Well, thanks for asking..." she started bitterly, then her expression softened. "Sure."

"Thanks, Lilly." He said, looking unsure.

She grinned. "What? Expected me to yell at you?"

"Nothing..." he trailed off, nodding in gratitude at Lilly.

Lee noticed that a member of the group was missing and walked over to Carley's room.

* * *

"...and then a giant robot stomped all the walkers and the blood went everywhere!" Duck said excitedly, almost yelling now.

Clem rolled her eyes before responding. "That's gross, Duck!"

Duck laughed and poked her arm. "You're gross!"

The bickering had become normal now. Clem had gotten used to it, and it was fun, in a way. Another thing they did to pass the time was draw. Duck normally drew the crazy things you would expect of a 10 year old boy, but the things Clem drew were anything but normal for an 8 year old girl.

She drew the one hero in her life. The strongest and bravest person she knew.

Lee Everett.

Duck looked at the blue and brown outline and he knew straight away.

"Come on, Clementine! You can't draw the same thing everytime! Draw something cool, like aeroplanes or something!" Duck shouted excitedly. "Fine! Lilly found a soccer ball, wanna play?"

"I'm not very good," Clementine smiled shyly, "but ok."

The two kids played for a while, while Ben watched sadly. Until, to his surprise, they asked him to join.

"I'm fine." Ben answered, shaking his head sadly. Clem noticed this, but she kept playing.

* * *

Lee took a breath and knocked on the door.

When he didn't get an answer he was immediately worried. He slowly pushed open the door to see a sight that pained his heart. Carley was looking at him, her eyes overly red and her face watery. Her room was in disarray.

"I-I'm sorry," Lee started. Her state was making him stutter. "For being nosy. I should have let you have time alone."

Carley managed a laugh. "You weren't being nosy, Lee, you were worried about me." she said, her expression warming. Lee felt himself blushing.

"I understand if you want to be by yourself right now..." Lee mumbled, looking down shyly. Carley smirked to herself shortly, he seemed so innocent in that moment.

"No, no, it's fine. In fact," she seemed hesitant, "I would feel better with you here."

She looked up at him, almost apprehensively, and was shocked when he picked up her hands and held them in his. She glanced up and saw him smiling, and eventually their eyes met. They stayed like this for a while, until Carley broke away and sat on her bed. Lee decided to break the silence.

"Are you ok?" he murmured. Carley nodded, and thought about how she felt concerning Lee. Why was she so happy to be with him? Her formerly indifferent status towards him had changed, and it made her wonder about his feelings towards her.

Carley gestured to Lee, telling him to sit with her. She wanted to pour out her feelings for him right there, but there were different things to discuss.

"So... How did the meat locker actually go down?" Carley asked carefully, not wanting to upset Lee.

"It..." Lee seemed troubled and Carley mentally cursed herself, but he continued. "Larry had another heart attack. It was more serious than at the drugstore - he was out. Unconscious. Then -" he faltered. "Then, Kenny said that he was dead, and... He dropped a salt lick on his head." he finished.

Carley's expression was hard to read. It seemed like pity.

"I can't blame Kenny though." Carley felt like asking why not but let Lee finish. "He was just trying to protect us."

Carley looked at Lee, and felt slightly guilty. She told herself that she had to stand up, not let Lee carry the burdens of the group himself.

Lee sighed, and Carley looked up at him inquiringly.

"How are you doing, though?" he asked, not wanting her to be upset.

"I'm fine." she said quickly. Lee looked at her and noticed that she seemed distant. Something was definitely wrong.

"Drugstore?" Lee asked quietly, in the same tone that she had used earlier.

Carley looked up at him, noticing his concern. She also thought about how Lee had seen through her mask. "It's so unjust... This world." She finally said. "But what has happened has happened. It's too late to change it and to spend too much time on it will kill us." She said strongly, staring into Lee's eyes. She saw that Lee felt comforted and that comforted her. Lee had a troubled past, and by saying what she had said, she was trying to make him feel much better.

Their moment was interrupted by a knocking on the door.

"Carley!", they both smiled as they heard Clem's voice. "Do you know where Lee is?"

"He's here, Clem" she shouted back. "See you soon." She added quietly, just to Lee, who returned her warm smile.

* * *

"Hey, Clem" Lee grinned at her, but was surprised to see a more serious look in her face. "Are you alright?" He asked, evidently concerned.

"I'm fine, but there's something wrong with Ben. He looks really sad." she replied.

Lee was troubled, by both the fact that something was wrong with Ben, and by tlhe fact that Clem was so watchful. She was young, but in this world, he guessed it didn't matter how old you were. He sighed inside. Should he be happy that she was so smart?

"Hey, wanna play soccer!?" she suddenly asked, excited.

Lee nodded, grinning, and they started playing. Lee was much older and though he wasn't unfit, Clem was on top. They were having genuine fun for the first time in a while. They were in their own bubble, in a bond like a father and daughter. Neither noticed Ben sit and watch, nor did they see Carley smirk to herself as she watched from her balcony.

"Dinner rations!" Lilly yelled, alerting everyone in the parking lot and popping Lee and Clem's bubble. Frowning, Lee looked around and noticed that most of the group had been watching him and Clem. Glancing at the purple sky, he mentally guessed that it was 8pm, and dusk was fast approaching.

Lilly gathered everyone around next to the RV and explained that there was only enough food for half of them. She smiled and gave Lee and Clementine the first pieces. Kenny noticed this and raised an eyebrow, which went back down when Lee gave his piece to duck. It left Ben, Lee, Carley, Katjaa, Lilly and Kenny.

"Duck is fed, we're fine." Kenny said shortly, motioning towards himself and Katjaa. He gave a short nod to Lee, was he beginning to trust him again?

"Lee, don't reject food I give you." Lilly said coldly, glaring at him. She then shocked everyone by eating one of the last pieces of food, and giving the final one to Lee. Clearly pissed off, she stormed off to her room and slammed the door too fiercely than everyone else would've liked.

Ben was about to trudge off back to his place beside the kids when Lee called him back.

"Wait, Ben!" Lee called, drawing the attention of Carley. "You don't want this, do you?" he quickly asked her. She shook her head. "Ok. Ben, do you want this food?" He asked, genuine worry on his face. The rest of the group looked at him in surprise. Ben had only been there a few days. Giving food to the new guy was never a popular choice.

"Th-Thanks!" Ben stuttered, smiling gratefully. Lee returned that smile.

"Carley, I want to talk to Ben. In private, if you don't mind." Lee said, glancing at Carley.

"Sure. Lee, it was really nice of you to feed Ben. But you need to keep you own strength up." Carley murmured, looking concerned. Lee nodded in acknowledgement. He watched as she headed back to her balcony.

"So what's up?" Ben asked.

"Are..." Lee paused, wondering what to say. "Are you alright? You've had a rough ride, you've seen two people close to you killed in front of you. And Kenny and Lilly haven't exactly been easy on you." Ben heard the concern in his voice.

"Thanks for asking," Ben started, "I'm fine. A little shaken up, but I'm fine."

"Ben, I'm sorry about how everyone has treated you-"

"No, it's fine, you and Carley are nice."

"Well, that's good. I guess. But one more thing. Can you handle a gun?"

Ben nodded hesitantly, turning red. "A little"

Lee raised his eyebrows. "A little? If you want, Carley will teach you."

"That'll be great!" he replied, a little too eager. Lee smirked to himself

"Alright, I'll ask her. See ya, Ben"

* * *

"So you're in?" Lee asked. Clementine was asleep, and him and Carley were sitting on the foot of his bed.

"Sure, Ben has to learn." Carley answered. She was still wondering about Lee. He had just shown that he would go to many lengths to keep strangers safe.

"He'll enjoy the company" he muttered to himself and smirked.

Carley slowly inched closer to Lee.

"I think you should be leader of this group." Carley said, smiling. Lee finally realised how close Carley was and looked into her warm, brown eyes.

"Nah, you should be." Lee grinned. Carley could see that behind that sly grin, he actually meant it. She surprised herself by putting her arm around him. Lee smirked and pulled her into an embrace. She blushed, when she realised that Lee really did feel that way about her. Lee was thinking the same thing, but about her instead.

They stayed in that comfortable, happy position for a while, until Carley yawned.

"I might head back to my room now." she said, a little sadly.

Lee noticed this. "You're welcome to stay." He offered, smiling. Carley's head span excitedly.

"Three people, two beds, Lee. I thought you were a professor" she teased calmly, despite her racing pulse.

"I'll sleep with Clem. I won't sleep with you because it might make you uncomfortable."

"Trust me, it won't, but I understand."

Lee, grinning, walked over to Clem's bed but stopped when she saw that she was plopped right in the middle. Sighing to himself, he looked over at Carley.

"Hey, Carley, Clem's right in the middle and I don't want to wake her up." Carley froze. "Are you sure you don't mind if we share the bed? The floor is always an option." Lee said, shrugging as if it was nothing.

"No, it wouldn't help anything if you woke up with a aching back." Carley replied, with a sly smile.

Lee nodded and watched as she took off her purple vest and lay on the bed. She patted the bed beside her and laughed as he blushed and looked away. He finally took off his jacket and put it on the chair beside the bed. He lay down next to Carley and looked into her light brown eyes.

He smiled at her, receiving an even warmer one in response. He felt awkward, he felt like he was invading her privacy. As if sensing this, she sighed and held his hand, feeling him warm at her touch. It was in this way that they both fell asleep.

* * *

Clem looked at Lee, worriedly.

"I'm sure they're alright" she said, trying to reassure him. Carley had taken Ben for a supply run, she had also said it was 'real-time' gun training. Lee was worried because they had taken longer than usual. The rest of the group had noticed this and wondered why Lee was so close to either of them.

"Yeah... I'm fine, Clem, go play." he said gently.

Clem went back to kicking the soccer ball against the wall.

It hit the wall in a rhythmic pattern, intensifying Lee's wait.

After what felt like hours, Lee saw a familiar purple vest and his face brightened. They wre back. They were safe.

"Hey, Lee, I found Clem a board game!" The sound of Carley's voice made him smile, as he opened the gates to let her and Ben in. Carley caught the look in his eyes and winked at him, making him blush. Then he remembered.

"Here, I saved some rations for you," Lee said as he handed her half an apple. Her face softened and she smiled at Lee.

"Come on, let's head over to my room and play this game," she said, holding up the Monopoly board in her hand.

* * *

"Lee was really scared - he was so worried about you!" Clem said excitedly. Lee blushed and tried to look away, while Carley looked at him affectionately.

Their game was progressing well. Clem was clearly on top, Carley slightly behind while Lee was clearly in a bad spot. They were joking around, having a laugh, and trying to ignore the fact that the world had gone to hell. Lee thought of the three as a family, and secretly wished it could be that way.

They were interrupted by another knock on the door. Sighing, Lee looked at Carley sadly. Their moment had ended, the time that Lee, Clem and Carley had spent together, enjoying themselves, was over.

"Rations." A voice, Kenny's, came from behind the door. Clementine, who was clearly hungry, nearly squealed in delight as she skipped out by herself. Lee got up and made for the door, but was stopped by Carley's hand on his arm.

Lee turned and was shocked when Carley gave him an affectionate kiss on his cheek. She smiled nervously and walked hastily by him.

Lee smiled stupidly as he touched his cheek.


	2. On The Road

They were all tensed at the motor-inn. Lilly had ordered them into silence after she had seen movement in the forest. Now there was a full blown argument outside.

The escalated voices were worrying, they could attract walkers. Suddenly, they heard a gunshot. _Shit, _thought Lee Everett. _That was not good_. They all stayed silent, before more shouts were heard and more gun shots as well.

Lee looked at Clem, hiding with him behind the RV. Carley was next to her, reassuring her. Kenny had was with his wife and son, near the fence. Lilly had gotten of the RV and was holding a rifle. Ben was right next to the fence, positively trembling. An instinct in Carley took over, as she rushed out to protect him.

However, one of the bandits saw her. Immediately several guns were trained on her. Then one grabbed Carley and held her at gunpoint. She screamed initially, and that was enough for Lee to jump out.

"LET GO OF HER!" Lee's voice was filled with rage.

"COME ANY CLOSER AND WE'LL SHOOT THIS YOUNG LADY!" The bandits responded. Lee stopped, but tried to negotiate.

"What do you want?" he asked, his voice now calmer. "Just please... Don't shoot her."

"We want food. You messed with the St. Johns, you messed with our source of food." one member yelled. "Now, give us-"

A shot echoed around the motor-inn and Carley felt the hand on her neck slack. Surprised, she looked up to see Lilly aiming a rifle at the bandits. She quickly pulled the slumped figure off her and ran back to Lee, practically dragging Ben. The shot meant trouble, and now they were in a heated gunfight. Then they heard snarls, growls and moans. They had company.

"GET IN THE RV!"Lee yelled. Ben, Katjaa and Lilly all scrambled in, and Lee ushered Clem in. Lee stayed with Carley outside, covering Kenny and Duck as they ran back. Then it fell apart. Kenny tripped over, losing Duck, and in the time it took to get him on his feet, Duck was grabbed by a walker. Lee made a mad dash for his room to get Carley's purple vest (she stayed with him and Clem all the time now) and Clem's bag, before throwing them into the RV.

"Carley, get in! Make sure Clem is safe!" Lee yelled, before running over to help Kenny. He shot the walker that had grabbed Duck, and prayed that he hadn't been bit. Then he pulled Kenny up, running back to the RV with Duck in his hands.

"This piece of shit better work, Kenny!"

* * *

In the confined space of the RV, there was a sense of remorse. Lee looked at Carley and noticed her pained expression. Guilt gripped his heart as he remembered how the bandits had grabbed her. He stared at her for a while, secretly wishing for the privacy of a room.

"So, do either of you have anything to say?" Lilly spat bitterly, glaring at Carley and Ben.

"What do you mean?" Ben responded weakly.

"I MEAN" Lilly started angrily, then cooled down. "I mean, _someone_ has stolen supplies. They were trading with their banditsbrand when they didn't get their shipment, they attacked. Simple. So. One of you is to blame." she finished, glaring at the two of them.

Carley was protective of Ben, he was just a kid.

"Stop blaming people! The past doesn't matter!" She protested, sneaking a glance at Lee.

"Yes it does! And now you're making me think it was you!" she said, giving Carley an icy stare.

This made Lee tense, and he felt it was time to step in.

"Hey, she's right. Lilly, what use would it do to just put all the blame on someone? They've been pissed off at us ever since we stopped their food supply!"

"Shut up, Lee."

"Lay off, Lilly. Lee is only ever doing good for us." Carley stepped in as well. "You're being paranoid."

Lilly's eyes narrowed. "Am I, now?"

"Yeah, we need to stop worrying about the past. If we were to-"

"Shut up, you're just being a pain in the ass!"

Lee was pissed off at the way Lilly was treating Carley. "Lilly. Stop this. We just need to-"

He was interrupted by a load crash and rattle under the RV. Lee quickly headed over to Clem to comfort her.

"Everyone out of the RV. NOW." Lilly said. Something bad was happening, Lee could sense it. His eyes went over to her, as she was the last to get up. He quickly reached out and rubbed her back comfortingly. She tried to smile at him, before they all exited.

After asking Kenny if he needed any help, Lee went back to the side of the RV.

"So, Carley-"

"STOP! I've heard enough, it wasn't Carley. She wouldn't do anything against us!" Lee exclaimed.

"I don't care what you have to say! You don't know for sure! You're just saying that cos you like her! It's not a secret, Lee!" Lilly shouted at him. "So, if it wasn't Carley..." She shifted her icy glare onto Ben.

"I don't like this..!" Ben muttered. He looked terrible and terrified.

"Stop. You're hurting him, Lilly. It's not doing any of us any good!" Lee argued.

"He's right, come on Lilly, we can't do this." Carley agreed.

"Yeah? Why don't we kick you out, Ben?" she growled. "Or you, Carley. It was one of you. And that one will pay. Let's put this to a vote..."

"No." Lee stood firm.

"Ok, fine then, Kenny?"

He sounded exasperated as he yelled back at them, busy with the walker

"Just, stop, man!" he exclaimed.

Ben felt like he was running out of time. "We don't need all these VOTES! What do I have to do for you to trust me? I'll do anything!"

Lilly just laughed.

"I did it!" Lee said, confidently glaring at Lilly.

"Lee, please shut up." It was Carley. Lee shook his head

"I did it, so stop blaming the kid, stop blaming Carley." Lee continued regardless.

"Bullshit you did, you have Clementine to protect and Carley as well." Lee glanced at Carley and wondered how she felt.

"So, Ben-" Lilly started

"STOP!" Lee yelled, his anger shaking even Carley. "Do you think any of this is helping?"

Slowly, Lilly started laughing again. "I thought you had balls, Lee. You can't even do what's right."

That was the final straw. Carley had had enough.

"You think you're some tough bitch, don't you? Like nothing can hurt you...but you're just a scared, little girl. Get the fuck over it. Take a page from Lee's book and try helping somebody for once." Carley said defiantly. She was standing up for herself.

Lilly felt anger boil up inside her. _Why had I not killed off Carley earlier? She never agrees with anything I say. Well, I'll show that ungrateful bitch!_

Lilly knew it was time. She brought her hand around her waist, as everyone was looking at Kenny stomping the walker. But Lee had turned to check on Carley, and saw Lilly reaching behind her.

Something inside of Lee cracked.

He almost roared when he brought his body against Lilly's, slamming her against the RV with such anger that he couldn't even hear her yelling. And in her moment of fear mixed with fury, she had accidentally pulled the trigger

"DROP IT!" Lee yelled. His eyes were burning. There was something wrong with his arm.

"She was a danger to the group!" Lilly yelled desperately, pathetically.

"Lee!" It was Kenny. "I'll handle her! Your arm's bleeding!"

Lee looked down, and he lost the fury inside him. The next thing he felt was intense pain, before he blacked out.

"Lee!" Carley yelled, noticing the bullet tear into his arm. She saw Lilly drop her gun, then saw Lee stumbling away from Lilly, clutching his arm, only to fall to the ground.

_Lilly was about to kill me. But that doesn't matter. Need to get Lee safe..._ she thought to herself.

"Ben! Help me get Lee inside." she said frantically, her voice high-pitched.

Ben helped her carry him inside, past the teary and shaky Clem, and onto the makeshift bed.

"Ask Kat where the medicine is! Hurry, Ben!" Carley said, holding Clem in a tight embrace.

Ben arrived back with gauze and a bottle of pills she guessed was painkillers. She stared at his wound, and was glad to see the bullet had only grazed his arm. She started wrapping his arm with the gauze.

She checked that Clem was alright before falling asleep herself,with her head on Lee's chest.

* * *

"Carley?"

Carley awoke to hear a weak voice calling her. She rose and rubbed her eyes.

"Carley! You're alright!" Lee said, obviously overjoyed.

"Your arm..." Carley said, dejected. "Are you alright?"

"I'm fine. Doesn't matter. You were about to die though. Are YOU alright?"

"I'm fine, your arm's not, though." Carley insisted. She smiled sadly.

"Where's Clem?" Lee asked, suddenly on alert. Carley saw how much he cared for the little girl who he barely knew.

"She's sleeping on the other chair. We carried you on to the bed." Carley explained.

"How's Ben? He wasn't treated the best..." Lee sighed. Carley shook her head sadly.

"Damn right he wasn't... He's sitting by the table right now. You should talk to him later."

"And what about Lilly?" Lee asked, frowning.

"Kenny," Carley answered, slowly, "said that she was a danger. He... Just left her on the road to die."

Lee nodded slowly. He looked at Carley's warm eyes and searched for a clue to how she felt, to see if she was worried about something. He noticed they were red and moist. She had obviously been in tears, or close. Lee gave her an affectionate smile that she returned, as Ben looked on sadly.

Ben himself was extremely angry and guilty. His lies had cost another life and he sighed, remembering how the bandits had lied to him to get their deal.

Lee was surprised at how much the group was being affected by the loss of Lilly. They had mostly hated her, but she was still a part of their group. Lee sighed and walked over to Clementine.

"Hey, Clem, how're you doing?" Lee asked, concerned.

"I'm alright" she replied, but her eyes were trained elsewhere. Her voice wasn't her normal cheerful, hopeful one.

"What's bothering you?" Lee sighed.

"It's just... Why did Lilly shoot you?" She asked, shivering as she remembered the events of earlier.

"She was going to shoot Carley, and I protected her." He replied, his tone even and measured.

"Like you always do..." Clem muttered to herself and grinned. Lee caught it and smirked to himself.

"Lee!" Katjaa called. "Can you come here for a second?"

As Lee made his way to the front of the RV, he was stopped by Carley's hand on his back. She reached up and kissed him on the cheek, feeling Lee blush when her lips pressed on his skin. She sat back down awkwardly and seemed flustered when he walked by.

"What's up?" Lee asked Kenny and Katjaa.

"We thought, since you were honest with us about your past, we should be honest with you" Kenny replied, before nodding at Katjaa, who lifted up Duck's shirt.

What was revealed made Lee feel like crying. He felt immense pity towards Kenny and Katjaa who were obviously suffering immensely. Lee blamed himself, he was too slow shooting the walker and now Duck was bitten.

* * *

"Lee. Listen to me." Carley said defiantly. "You saved my life today. You saved Clem's countless times. You've saved everyone many times. You can be as humble as you like, but nothing now will change my opinion."

Lee stared into her warm, light brown eyes.

"You're a good man, the best person I've ever met. You can't blame yourself for what's happened to Duck. That was not your fault, in any way." Carley finished strongly.

"And-" she started again but faltered. "Is your arm alright?" she asked, worried. Lee nodded. She frowned. "Lee, I'm so, so sorry... For getting you shot. I provoked Lilly, it's my fault." she said, her voice trembling.

Lee sighed. "Carley. No. I care deeply about you." Lee was letting out his feelings for her now, looking at her apprehensively. "I would easily put my own life in danger to save you. You're special, Carley, you give people happiness. I need you. You and Clem... Neither of you can get hurt. I wouldn't be able to live with myself if that happened."

"... Lee..." Carley murmured, touched. "I feel that way about you"

Smiling, Lee pulled her into an embrace.


	3. Broken Man

**A/N: Thanks to the people who favourited and reviewed! **

* * *

"Heads up, we've reached an impasse!"

Kenny's voice interrupted all of them from their slumber.

Lee rose with Carley and they both looked at Clem instinctually, making sure she was alright.

"Lee, let's go check this thing out." Kenny said impatiently. He was secretly glad that they had gotten rid of Lilly and his friendship with Lee was benefiting from it.

"Sure." Lee responded. "Carley, can you take care of Clem?" He added quietly, smiling as Carley nodded.

When Lee stepped out of the RV that smile quickly faded.

"A train? A fucking train!?" Lee exclaimed, exasperated. Their luck had been awful. Kenny shook his head and laughed bitterly.

"Come on, let's check this fucker out." Kenny said, climbing into the driver carriage, with Lee following cautiously.

The sight that greeted them was gruesome. Blood was splattered everywhere, much like Duck would imagine, and there was a corpse on the floor. The head was blown off. This man had never turned.

"Well, are ya gonna help me drag him out?" Kenny's voice snapped him out of his thoughts. They gingerly dragged the body out and dumped it next to the train. Lee looked back to the RV and saw Clem and Carley sitting on a log, while Katjaa cuddled Duck on another log. Ben was walking over, looking for something to do.

"Well this train ain't exactly movin'" Kenny frowned, looking at the buttons on the control panel. Suddenly Ben reached out and pressed a flashing button, causing a hiss. They felt the train shift slightly.

"This works?! Well, if ya get it running, I'll be tickled pink!" Kenny said excitedly.

"Well I'll leave you two here, I'm going to check out the box car." Lee shrugged and left.

He carefully opened the box car door, and looked inside to see an odd sight. Someone had made camp here. Frowning, he picked up a map and was delighted to see that the train was heading exactly the right way.

To Savannah.

He also picked up a bottle of water, as Carley walked over.

"Hey, mind if I take that water? For Duck." Carley added.

"I was going to give it myself, but sure. And Carley," Carley smiled and turned. "Can you let Clem know that Duck is bitten?" They shared a short sad moment, before she left to give the water to Duck and Katjaa. He went back to the driver's carriage.

"Box car is secure. Any luck getting this moving?" Lee asked.

"Nah." Kenny frowned. "But there's a ripped sheet with instructions at the top." Kenny motioned to a notepad on the desk. Lee picked it up, seeing the indentations left on the sheet. He smiled and walked back to Clementine.

"Hey, Clem, can you show me how to do leaf rubbings?" Lee asked, holding the sheet up.

* * *

"Holy fucking shit, you're a genius, Lee!"

With the help of Clem, Lee had found the instructions and managed to turn the engine off. They had found a stranger, Chuck, who said that he had owned the train. He seemed friendly enough, but Lee was still wary.

"Lee?" Kenny asked, seeing that he was staring at Chuck. "Man, that old man, can we trust him?"

"We're going to have to, Kenny." He answered. "He's letting us take his train, as well."

"Yeah, I s'pose." Kenny muttered.

"I'm going to round them all into the box car."

"Yep." Kenny said, nodding.

As Lee walked over to the box car, he saw Duck and frowned. He looked extremely sick and watched as Katjaa cuddled him.

"Guys, grab all your stuff! We're leaving." Lee called out. Everyone heard and soon they were all packed into the box car. Except Ben. Frowning, Lee looked around and saw him sitting on a boulder, separated from the group.

"Carley, you need to talk to Ben later. Cheer him up." Lee said, he was worried about Ben and it showed.

"BEN!" Lee shouted, "WE'RE LEAVING."

Ben quickly rushed over, looking embarassed.

"Sorry.." Ben said, looking down guiltily.

"You don't need to be." Lee said, smirking. He walked over to Clem and Carley and made sure they were settled before heading over to Kenny, to tell him they were ready.

"Kenny, we're ready to move!" Lee shouted, from the door of the box car. He would talk to him personally later. When he got no response, he started to move over, but when the train hissed and started moving he stopped, shook his head and smirked to himself.

Lee arrived back at the box car to a disturbing sight. Chuck had candy in his hands and Clem and Ben were eating. Seeing Lee's expression, Carley laughed.

"It's alright, Lee, it's not like it's poisoned!" Carley smiled at him. Lee sat down with Clementine and Carley and looked sadly at Katjaa.

"Did you manage to salvage the Monopoly?" Lee asked, a slight grin on his face.

Carley shook her head. Then she looked at Lee.

"Clementine was really sad..." She said quietly. "I tried to comfort her."

"Thanks." Lee nodded. "You talked to Ben?"

"Yeah..." She looked concerned. "He's really troubled. He said he's had a rough time and that was all." Lee frowned. Then he heard a soft snore, and looked to his right to see Clementine asleep, curled up against the wall of the train car. His eyes softened, and he looked around for something to cover her.

"Chuck, you have a blanket?"

"Sure. The kids need the blankets." he replied in his low drawl, grinning. Lee took the blanket, giving a grateful nod, and covered up Clementine. He then sat down with Carley, putting a comforting arm around her shoulder. They leaned against each other, so comfortable together, happy they had each other.

Yet again they fell asleep holding each other.

* * *

Carley woke up warm.

She looked around and realised Lee was missing. And she had his jacket draped over her. Shocked, she headed for the door of the box-car. She opened it to reveal Lee leaning against the railing, wearing just a long-sleeve shirt, staring out at the dawn.

"Lee, you must be cold. Here, take your jacket." Carley said, a touch of concern in her voice. Lee turned and smiled warmly.

"You sure? You were shivering last night." He said, touching her arm. Carley realised: Lee had been trying to keep her warm, at the expense of his own comfort. Touched, she smiled and nodded.

"There's so much happening..." She murmured as Lee put on his jacket. She wanted to comfort him, he wanted to comfort her.

"We've lost too much... Too many of us have fallen." Lee said sadly, thinking. "Larry... He was a jerk, but he didn't deserve to _die_... Mark was a good man. He never did anything against any of us. And Doug..." Lee turned to look at Carley, before continuing. "Now we're losing Duck. He's just a kid... Kenny and Katjaa, they must be going through hell." he finished sombrely. He reached out to hold Carley's hands.

"What are we going to do with Duck?" Carley asked, her voice quiet.

"I..." Lee said, debating with himself on what to say. "I have no idea" Lee admitted sadly. Carley felt like crying. But she couldn't. She did, however, let Lee pull her into a warm embrace, feeling him put his chin on top of her head.

"We'll survive this" Lee said sadly, holding Carley tightly. Carley wondered what to say. Instead, she chose to stay silent. Lee shifted his head to bury it into her hair.

Suddenly they heard the low rumble of thunder. Lee pulled away and Carley knew what was on his mind.

"I need to check on Clem." Lee said, his voice slightly apologetic. Carley nodded, and Lee left for the box car. Slowly inching open the door, he found Clem awake and looking very frightened. He slowly made his way over to comfort her.

"Are you alright, Clem?" Lee asked carefully.

"It's just.. The thunder is really loud." Clem replied, her voice weak. Frowning, Lee thought of something that would make her feel better.

"Don't worry, you know you can count how far away the thunder is?" Lee said, smiling. "When you see the lightning, count. Every 5 seconds is one mile away." They watched and listened, counting 13 seconds. Carley watched him comfort her, it warmed her heart.

"That's almost three miles, Clem! That's ages away, it's not going to hurt you." Lee said, smiling. Clem was visibly brightened up.

Their happy moment was interrupted by a harsh coughing. Lee turned and saw blood in front of Duck.

"Lee, can you help clean up the blood?" Katjaa asked. Her voice seemed so distant. Lee and Carley shared a worried glance.

"Sure." Lee managed a weak smile.

"Lee. I think..." Katjaa swallowed hard. "We need to stop the train. Duck's time is up."

Lee looked at Katjaa. She acknowledged the immense pain and sorrow in his eyes.

He stood up and left the box-car.

* * *

"Kenny." Lee's voice was firm, but not forceful. "Calm down-"

"Don't you fucking tell me to calm down! My son is DYING! You don't have family to look after, you haven't seen your family DIE." He yelled. "And don't say you have Clementine! You're not her real father!"

Lee sighed and looked down, memories of the past flooding back. Seeing his parents blood smeared and splattered on the walls of their drugstore. Having to kill his reanimated brother. And Clementine. Lee wasn't her father, he knew that, but that meant nothing. She still meant the world to her. To doubt that, to him, was the ultimate offence.

Kenny glared, but inside he felt guilt.

"Look. Kenny, I'm not going to fight you. But you need to understand that it's not your fault Duck was bitten. You think, because you let Shawn Greene die, karma's come back to get you. No. That's not how this world runs. You were looking after your kid, like any good father." Lee said, hoping that Kenny would see some sense. And he did.

Sighing, Kenny put on the brakes.

* * *

The new world was cruel.

Souls had been crushed, lives ended, and hearts broken. It was unfair, the way that it treated the living. Now, for Lee's group, tragedy had become normal. That disturbed them. However, no tragedy was like the one they were living right now. Kenny and Katjaa were losing their son, watching him die in front of them. And now it had come to this. The climax.

They had to end this suffering. It was breaking Kenny and Katjaa. The two were at breaking point.

"What are we gonna do…?" Kenny gulped.

"We can't allow him to become one of those things." Katjaa said with an admirable tone. Kenny didn't know how she could keep calm.

"But what if…" Kenny began, "What if he doesn't turn?"

"Kenny, I love you very much. I love our son more than life itself_._" She said, her voice wavering. "But I need you to hear me. What you are saying…that he may not turn, is foolish."

"But—" Kenny said, trying to convince Kat, trying to convince himself, that there was a possibility that Duck wouldn't turn. "Is-is there something - ANYTHING - we could give him? Some sort of pill-"

"No. Stop, Kenny." Katjaa breathed, she seemed too peaceful and distant now.

Lee had seen enough. He needed to step in. "What do you need?" He asked softly, hoping not to seem insensitive.

"I guess we'll just take him into the forest. Put an end to this." Katjaa closed her eyes, willing back the tears.

Lee knew that it would kill them to have to shoot their son. He wouldn't let that happen.

Lee took a short breath. "I'll do it." He said, his words leaving an impact on all of them. Katjaa welled up with tears. Ben and Chuck shook their heads in unison. Kenny stared at him dumbly. Clem was frightened, she understood what he meant. Lee noticed this and went over to comfort her, once again troubled by her tremendous insight. Carley was touched but not surprised, he was always the one who had to be strong, who had to carry the burdens of the group.

"I can't let you do this, it should be a parent." Kenny managed. He wouldn't let Lee baby him.

"No parent should ever have to do this." Lee replied, his voice hoarse.

"If you do this, you'd be doing this family a great service. One we could never repay."

Lee watched as Kat and Kenny walked into the forest first. He would let them say their goodbyes, have a private moment. Carley approached him quietly.

"Are you alright?" she asked quietly. Lee, appreciating her concern, nodded.

"It's not me you should be worried about." He said, sighing. Carley understood and looked out into the forest. She was about to reach up and kiss him when a gunshot pierced the deathly silence.

She could only watch as Lee disappeared into the forest.

Lee ran. He ran, fast as he could, into the forest, looking for Kenny and Katjaa. Something was wrong. He sensed it.

"NOOO!" Kenny's screams punctured the air. Lee was guided by the sound and stumbled upon a clearing.

Lee froze at what he saw.

Katjaa, too bonded with her son, had taken her own life. Blood was leaking out of her temple. Duck sat still against a tree, rattled breaths emanating from him. Then, there was Kenny. He had lost the two dearest things to him in the world. No words could describe the pain he was suffering.

Lee wouldn't tell Kenny to be quiet, that the sound would attract walkers. However, when Kenny calmed down, there was still Duck to take care of.

"Kenny, look away." Lee decided to speak. Kenny shook his head. He couldn't be always weak.

Time seemed to freeze when Lee raised the gun, then a second gunshot cracked in the clearing.

* * *

Carley feared the worst when only Kenny emerged from the forest. Most of the group spotted it and figured she was worried about Lee. When Lee finally walked out of the forest, Carley ran over to meet him. She pulled him into a quick embrace.

"Come on, we need to get on the train." Lee murmured as he broke away.

As they got on the train, Lee made sure Clem was alright.

"How ya doing, Clem?" Lee asked, hoping that she was alright.

"I'm just a little sad." She replied, solemnly.

"Mind if I go talk with Carley?" Lee asked, frowning. Clem shook her head, and watched as Lee got up and left the box car.

"Hey Lee" Carley said, as soon as Lee emerged from the box car. Smiling, she pulled Lee into another embrace. She put on a brave face, but when she was in Lee's arms she felt so small, so weak. It was there that she let her emotions out. Feeling Carley's body shaking with sobs, Lee struggled for words. Instead he just held her even tighter.

When Carley had cried enough, she broke away and looked up at Lee. She quickly reached up to kiss him, on the lips, and was surprised when he kissed her back. After a few seconds she broke away, her cheeks pink.

"I need to talk to Kenny." Lee finally said. Carley nodded and stared after him as he entered the driver's compartment.


	4. Flight

**A/N: What do you think should happen to the characters? I'm planning on writing my own Season 2, with Clem and Carley/Lee looking for Lee/Carley, Omid and Christa, but I think that may not be as engaging, because there will have to be new characters and you aren't as attached to them. What about a Lilly return? I don't know, what do you guys think? Please review, I need your advice! Thanks!**

**BTW, Lee, Clem and Carley protested to taking the supplies.**

* * *

"Hey, Kenny." Lee stared at the ground, not meeting Kennys's gaze - or rather, glare.

"What do you want?" There was a bitter emptiness in Kenny's voice.

"I just wanted to ask how you were feeling." Lee said slowly, knowing that Kenny wouldn't like that.

Kenny looked at him with an incredulous expression. "You couldn't figure it out?" He snapped. Lee just narrowed his eyes, wanting a proper answer.

"Fine. My family is dead. I watched them die. That enough for ya?" Kenny glared, trying to stare down Lee. Instead, Lee held and matched his gaze.

"Kenny, so what do we do? Has the plan changed?" Lee insisted. He didn't want to sound insensitive, especially with what Kenny was going through.

"I couldn't give less shits about the plan right now! My family is DEAD. Karma's a real bitch, huh?" Kenny said, thinking that he had insulted Lee.

Lee frowned at the ground. Had Kenny still not moved past that?

"No. That's not what happened." Lee said, wondering how many more times he would have to say this.

"Yes it is! I let that kid die and now the world's coming back to stick pain up my ass!" Their voices had escalated, and Carley, still sitting outside the box-car, was picking up what they were saying.

"NO!" Lee yelled, before realising how loud his voice was. He calmed down, he hadn't come here to fight. "Listen to me, Kenny. You didn't cause Duck's death. You need to be strong. You need to keep fighting. It's what Katjaa would have wanted..." Lee trailed off.

"You're a good man, Lee." The words shocked Lee. He looked at Kenny, waiting for him to continue.

"Despite all the trouble between us, you still came to comfort me. You look after that little girl." He said, looking at Lee. "And, Carley." He said, now chuckling. Lee raised an eyebrow. "You would take immense suffering to save her." Lee blushed, realising now that it wasn't secret that him and Carley were close.

"Uhh... Yeah. Uhh, there are some things to do..." Lee said awkwardly. Kenny smirked at him as he left the driver's compartment.

* * *

Lee looked at the situation in the box car.

He watched as Chuck tried to comfort everyone by telling them stories. They were all joking around, but there was something hanging over all of them. Like a heavy blanket had been thrown over the fire that was their happiness.

"I need to talk, Lee." Ben said suddenly, glancing at Lee timidly.

Lee nodded, and followed Ben outside.

"Look, Lee... I gave the bandits the supplies." Lee felt many emotions flowing through him. Firstly, he felt anger, before reminding himself he was a kid. He felt honoured that Ben had come to him. He felt pity for the kid, he was probably blaming himself for everything. And sure enough, he opened up.

"This is all my fault, Lee. I got Lilly killed, I got Duck and Katjaa killed... I almost got Carley killed." He mumbled, looking down at the ground. Lee sighed. Yet another member of their group overburdened by guilt. "They said that they would attack the camp if I didn't give them the supplies. I'm sorry."

"No. You thought you were doing the best for the group. Which is honourable in itself, considering how some of us have treated you." Lee paused, thinking. "Just, look, Ben, tell me if there's something as important as this happening. For your sake, I'm not going to broadcast this to everyone. But if they ask, I can't lie." Lee finished, hoping Ben would understand.

Ben looked at him sorrowfully, before sighing and nodding. He slowly headed back inside, Lee close behind. Carley looked at him as he came in and sat with her and Clem.

"Any idea what the time is?" She asked, her tone oddly empty. Lee looked at her worriedly.

"I'd say about eight. I'm going to hand out dinner rations. We're kinda low..." He said, still gazing at Carley. She was probably heavily impacted by Duck and Katjaa's death. He set off to look in the stack of food in the corner. Doing a quick count in his head, he pulled out four pieces of food, before remembering.

"Chuck, you have any candy left?" He called. He raised an eyebrow when Chuck pulled out some sweets and offered them to Clem, who shook her head. He then offered it to Ben, who grinned before accepting it. Shrugging, Lee put one food item back. Remembering Carley's love for apples, he took one, along with some jerky for Kenny and some crackers for Clem.

He surely raised some eyebrows when he left the box car.

"Here." Lee said, handing Kenny the jerky. He got a stiff nod in response, before leaving and heading back to the box car, to sit with Clem and Carley.

"Here, Clem. You must be hungry." He said, handing her the crackers. She smiled gratefully before eating them quickly. She looked kind of disturbed, and Lee picked up on that.

"You alright?" He asked, concern etched on his face.

"I was..." Clem faltered. "I was just thinking about what Chuck said." She admitted. Lee could see that it was disturbing her. Anger coursed through him, but now was not the time. He would talk to him later.

She fell asleep a short time after that.

Lee looked at Carley. He had wanted to talk and this was their opportunity. He was surprised when it was her who broke the silence.

"Lee, I want to know everything that has happened to you, since the start of this. Until we met." She said, looking at him intently. Surprised, Lee complied. He found himself telling Carley everything. In reality, there really wasn't much. So he just told her the events of Herschel's farm.

Carley sighed. "So that's why Kenny is blaming himself." She said, her expression sad again. "What about Ben? What did he want to say to you?"

Lee eyed Ben, pondering what to say. Carley would be understanding, and happy he was honest, right?

"He... He just wanted to know if there was anything he could do to help Kenny." Lee said, feeling guilty inside. Carley caught the look in his eye but didn't think too much of it. She leaned against Lee's warm body, feeling his chest vibrate as he breathed.

"You like apples right?" Lee asked suddenly. Carley raised an eyebrow at him.

"Here" he said, pulling the apple out of his pocket. Carley, touched, snuggled up against Lee. He had clearly thought about her and her love for apples, so he had snagged her one.

They cuddled up tightly, with Clementine next to them, letting their warmth wash over each other. Suddenly they heard a crackle of static and looked around, eyes wide.

"Cle...tine..." They heard. It sounded metallic, so Lee at once thought of the walkie-talkie.

"I've got your parents right here..." The voice chilled Lee to the bone. This man was getting to Clementine. What had Clementine told him? Hearing the radio click off, Lee grabbed it and tucked inside his pocket. He fell into a very disturbed sleep.

* * *

"Well, shit." Kenny said to himself, looking at the situation in front of him.

Their train was blocked by an oil tanker hanging off an overpass.

"Y'all might want to come and look at this thing!" He called, waking up everyone in the box car. Lee asked Carley to take care of Clem, using just his eyes. It was a special connection they shared now. He got a smile and nod in response.

"Well our luck has been just great." Kenny said, obviously not pleased with their situation. Suddenly, two figures appeared on the overpass.

"Yo." The voice came from the shorter of the two strangers, a man.

"You gonna give us trouble?" The taller person said, a woman.

"If you give us trouble, that's the way it's going to be." Lee said, before Kenny could reply. They heard the man chuckle, but the woman just narrowed her eyes.

"Come on, we just need to lower the wreck and we'll be on our way." Lee said, eyeing them carefully.

"Hon, give them a chance." the man muttered to the woman.

"Alright, I'm coming up! Don't shoot!" Lee called up.

"Wait, I'm coming with you." Carley said suddenly. Lee hadn't noticed her come out. In response to his expression, she quickly explained. "I told Clem to stay near Kenny." Lee nodded.

Lee climbed up first, with Carley close behind. They heard the two strangers arguing, probably about helping them. They emerged from the ladder in quick succession.

"Hey guys, I'm Omid." The man said, grinning. Lee gave him a small nod.

"I'm Christa." The woman said in a much colder tone.

"I'm Lee, and she's Carley." Lee said, motioning to her. They both gave friendly smiles.

"So, are you guys going to help us?" Carley asked, her voice measured.

"Well, you guys seem nice enough. We'll just help get the wreck out of the way." Christa said, her expression warming slightly.

"Look, I don't know if you guys believe in safety in numbers, but the more in our group, the safer we feel." Lee added. "You're welcome to come with us, in the safety of a train."

Omid grinned, but Christa frowned. "I don't know, you guys seem smart to have survived this long." Christa muttered. "But let's go meet the group."

Christa set down first, followed by Carley. Omid smirked and decided to ask Lee.

"You guys a couple?" He asked quietly. Lee grinned and gave a short nod.

"You?" Lee got the same reply. They both descended down the ladder. Omid went off to talk with Chuck and Ben, while Lee watched Christa talking to Clem, noticeably less cold than before.

Lee suddenly remembered his situation with Chuck and walked over to him, emotion flowing through him.

"Hey, sorry to interrupt your conversation, but I need to talk to Chuck." he said, smiling at Omid and Ben.

"What did you say to Clem?" Lee asked, anger eminating from him.

"That what happened to Duck would happen to her." Chuck said simply, as if it was no problem. Lee narrowed his eyes.

"Why would you say that?" He asked, his voice turning into a growl.

"Cos it's true. You guys got no clue to what your gunna do once you reach Savannah, and she can't even handle a gun. Take my advice, Lee. And cut her hair. It's too long, too easy to grab." He finished.

"Look, I understand where you're coming from, but don't tell her that." Lee's voice was less menacing now. "Do you know how much it disturbed her?"

Chuck looked at him apologetically, guiltily, but he shrugged. "I better let you get on with it." He said.

Lee walked back over to Clem, who was sitting back in the train car. His problems were just stacking up. There was still the radio-man to talk to her about.

"Hey, Clem. I'm going to cut your hair." Lee said, smiling as she looked up in surprise. "It's much too long, too tangly, too easy to get grabbed. Remember Andy St. John?" He said, grimacing. Clem frowned.

"If you cut it too short, I'll look like a boy." She said, wrinkling her nose. Lee just laughed as he set to work. His mind was on the radio man, but he wanted Carley's advice on how to deal with that.

When he finished, he stood up. Clem worriedly touched her hair. She looked glum, so Lee tried to cheer her up.

"It looks great Clem." Lee said, grinning. "I have some other stuff to talk about. What are we gonna do once we reach Savannah?" Lee asked.

"Can we find my parents?" She asked, excited.

"Sure. Do you have any idea where they might be?" Lee asked, feeling very guilty. He knew her parents were probably dead, but to tell her that would be even worse.

"They always stay at the same place, the... The... The M House. Something that starts with M." She said, frowning. Lee pulled out a map of Savannah from his pocket.

"The Marsh house?" He asked. Clem brightened up and nodded eagerly. "Alright then, that's our plan! Now," Lee paused, cautious about what he was about to say. "We need you to learn how to use a gun." Clem's eyes widened at his words.

"Carley!" Lee called. She sooned arrived at his side.

"Yeah?"

"We need to teach Clem how to shoot a gun." At first her eyes wer wide, but seeing Lee's pained eyes she realised that he had felt like that at first as well.

Carley reluctantly nodded. "Alright..."

* * *

Lee scanned the horizon, looking for something that could help with their problem. He set his eyes on an abandoned train station, on the other side of the wreck. He walked over to Carley.

"Hey, Carley, mind taking care of Clem for me?" Lee asked. Carley smiled and nodded.

Lee set off towards the train wreck, not noticing Clem and Carley watching him apprehensively.

"Carley, can we go help Lee?" Clem asked, looking up at Carley. The older woman smiled but didn't quite say yes.

"We can go over there, but be careful." She replied, choosing her words carefully. Clem smiled and skipped over to join Lee. He looked at Carley in surprise, but seeing her expression continued to survey the place. The train station had seemingly been a stronghold for survivors, but now it looked abandoned. The place was in ruin.

Looking for an entrance, Lee observed the front. All the windows were boarded up. Lee continued walking around the station, stopping when he saw a door. The door itself was closed, but there was a small window above that was ajar. He reached out and pushed it fully open.

"Clem, can you come and help?" Lee said hesitantly. Clem happily walked over. "Do you think you'd be able to slip through that window and unlock that door?"

"Would it be really helpful?" She returned, grinning. Lee nodded.

"I don't know, Lee..." Carley murmured, worried that there might be something behind the doors. When he returned her pained expression she looked down. "Fine. But be careful, Clem." She said.

Lee lifted Clem up and she wiggled through the window. Lee heard her land with a slight thud. There was a slight jiggling sound, before the door creaked open. Lee quickly pulled Clem out, waiting for the sunlight to reveal the room. When it did, Lee observed with a raised eyebrow. It had obviously been pillaged, boxes littered the floor and no supplies were in sight. But he saw what they so desperately needed.

A blowtorch.

It was sitting in a corner, tucked away in front of a desk. Lee made a quick dash to get it but when he grabbed it he wasn't expecting it to be as heavy as it actually was. In that moment, Lee was forced to stop. He didn't notice the walker, neither did Carley, who was watching outside. Clem felt weak and quickly grabbed at the gun that Lee had given her when she was learning how to shoot. She raised it at the walker's head. She took a breath and fired. Carley and Lee, both shocked, both whirled around at the sound, and were stunned to find a walker at Lee's feet.

The thing that was most surprising was that Clem had fired the shot. Both Lee and Carley broke into relieved smiles, Lee giving Carley an "I told you so" look.

"You okay?" Carley asked. The question was directed at both Lee and Clem. She recieved two nods in response.

"Thanks, Clem, you saved my life!" Lee said, happy at how pleased Clem looked. She skipped happily off to the camp site and towards Ben, probably eager to tell the story.

Lee looked at Carley. "I need your advice." He said shortly. Carley smirked. "How should I treat the situation with the radio man?" Carley's expression suddenly turned serious.

"I don't know, Lee. Talk to her when you two are alone. Act angry, but not too angry." Carley offered a small supportive smile, before trudging off to join the rest of the group.

Lee headed back as well, carrying the blowtorch to the overpass.

* * *

He shifted his gaze to Clem, who was sitting between Carley and Christa. The two women were seemingly arguing. Clem seemed to be backing into Carley, slowly leaning into her arms. Lee noticed this and chuckled to himself. The blowtorch was taking longer than expected to cut through the thick metal of the tanker. Lee was holding Omid out and Omid was blowtorching the tanker.

"Uhh guys... We got a problem!" Ben's voice suddenly squeaked out, laced with fright. Surprised, Lee looked towards the forest and what he saw chilled him. There were walkers coming out of the forest. Hundreds, maybe thousands, were slowly advancing to them.

"Shit, hurry Omid!" Lee said, panic in his voice. Omid nodded and seemed to press harder. Lee watched as Clem was bundled into the train by Carley, who was now looking up at him.

"Lee!" She shrieked, her voice high pitched.

Suddenly the tanker let out a massive groan and it dropped. It hit the ground with a thud and instantly the train started moving. Carley, her only thoughts to save Lee, jumped out of the train and started firing at walkers to buy him time.

"We're gonna have to jump, Omid!" Lee said, trying to act calm. Omid looked at him in disbelie and shook his head.

"Well good luck finding another way." Lee shrugged as he jumped, landing on the top of the train car. Omid shook his head before launching himself after him. Lee, who had slipped into the train car, winded when he heard a thump. But his current thoughts were on saving Carley, who was struggling to catch up to the train car. He watched as Christa pulled Omid into the train.

Without thinking for a second, Lee jumped out of the train car and grabbed Carley and carried her, while running for the train. When close enough, Christa grabbed Carley and pulled her in. Without Carley (who was relatively light anyway) Lee had the strength to hurl himself into the train.

"How's Omid?" Lee sighed, looking around at the figures packed into the train car. "We have antibiotics and painkillers if you want them." Christa gave him a smile, and walked over to the corner where Lee was pointing.

Lee pulled up his Jeans and saw the wound. It looked like a very deep gash. Chuck walked over and inspected the wound, as Christa returned with bandages, painkillers and antibiotics.

Lee walked away as Christa started dressing the wound.

"Lee." It was Carley, looking at him with warm brown eyes. "Thanks for saving me. And thanks... For everything."

Lee just stared as she leaned in to him, barely listening to what she was saying. All he saw was Carley's lips moving towards his.


	5. Savannah

**A/N : Thanks for all the support! Please look at and vote on my poll!**

* * *

Dawn broke over Lee Everett's group and their train.

Following Lee's advice, Kenny had left early to hunt for food. Ben and Chuck were sitting atop the train, on watch. Carley had understood that Lee needed time to talk with Clementine and had left to sit Omid and Christa, who were sitting on an overturned log. Carley had her own log. Clem slowly rose, and the first thing she saw was Lee.

"Hi." She said, rubbing her eyes. When Lee didn't return she looked up at him worriedly, before noticing the radio in his hand. Her eyes widened.

"You heard...?' She asked, despite knowing the answer. Lee nodded. There was betrayal in his eyes, the fact that he was hurt was easily visible. Clem was angry at herself, she should of told him. Now that he had found out himself, he would undoubtedly be upset.

"Tell me who this man is." Lee said tonelessly. Clem was relieved that his voice wasn't full of anger.

"I thought that the radio was broken, but because it was the only thing left of my parents I kept it. Then one day, I accidently pressed a button and it turned on. Then I found him." Clem squeaked, scared.

Lee sighed and looked down at the ground. "Why didn't you tell me?" He muttered bitterly, partly to himself. He couldn't hide how upset he was, but he didn't want to make Clem too uncomfortable.

"Clem, you can't just trust people like this." Lee said, torn. Clem was just a child, of course she would believe him. "He could be dangerous... Clem, how much did you tell him?" Lee asked, ready to listen to what Clem was about to say.

"I-I told him where we were-" Lee snapped his head up in shock.

"What?" His voice wasn't a growl, it was soft but full of anger. His brow was creased.

"Don't say things like this to random people. If it's not me, Carley, or anyone in our group, don't tell them where you are, who you are..." Lee said, feeling upset.

"He said he would look for my parents!" Clementine argued hopelessly. That was all he needed, to gain Clem's trust. He had her hook, line and sinker.

"WE will look for your parents. This man, he's a stranger. We can't trust him!"

He thought he had taught Clem better than this, what had he done wrong?

"I know you thought you were doing the right thing, Clem." Lee sighed. Clem didn't meet his gaze. Shaking his head, Lee went off to join Carley.

Carley looked up at Lee sadly. The man was disturbed, and he wasn't even making an effort to hide it. Lee sat down and his body was stiff next to Carley's. Carley held his hands in hers.

"Lee, what's wrong?" She asked, extreme concern in her voice. Lee looked at her sadly, before explaining.

"Clem found a guy on the radio, remember?" Lee started. Carley nodded. "Well, he told Clem that he had her parents. That blinded Clem, she trusted him, told him everything... I thought I had taught her better." Lee finished, some bitterness in his voice.

Carley understood why Lee was upset: He wasn't mad that Clem had hid this from him, he was disappointed, in so many ways.

"Lee, this is not your fault. She's just a kid... We need to find her parents, otherwise this man will be able to manipulate her easily..." She said, her voice uneasy.

"Speaking of that, Carley..." Lee murmured. Carley looked at him attentively. "Clem and I are going to search for her parents, once we hit Savannah." Lee said slowly. "Can you come with us?" Lee looked at her, wanting to be with her, as being with each other made them both more comfortable.

Carley nodded without hesitation, smiling. Lee was about to stand, but was stopped when Carley squeezed his hands. When he turned, Carley gave him an affectionate kiss on the cheek. When she turned away, embarrassed, Lee just pulled her in for a hug.

* * *

Kenny took a breath and fired.

He heard the thud of flesh hitting the ground. Grinning, Kenny grabbed the dead deer and started running. The gunshot was sure to attract walkers. He ran through the forest, dragging the deer.

Kenny broke out into the open ground, next to the tracks. Looking around, he saw Clem wincing at the dead deer. Carley and Lee were sitting on a log, Christa and Omid on another. Ben and Chuck were chatting on top of the train. Upon seeing the deer, Lee stood.

"Good job, Kenny!" He said, glad to have found food, a thing they were running so low on. In reality, it would only feed them for one day, as it would rot if left for longer. But in this world, food is food.

"If we're gonna make a fire, we may as well haul some ass and hurry. The smell would probably attract walkers, almost everything does." Kenny said, looking at Lee expectantly. Lee smirked and nodded.

Soon enough, they had a fire running. Kenny had busied himself with skinning and gutting the deer, and Carley went over to Clem to discuss the radio man.

"Hey, Clem." Clementine looked up to see Carley smiling at her. She returned her smile, but Carley's expression soon turned serious. "I want to talk about the guy on the radio." Clem's face fell. They both looked at Lee, who was sitting on a log, gazing out at the tracks with an empty expression.

"You know, Lee's really upset about this." Carley said, frowning. Clem was kicking herself. "But he forgives you."

"Really?" Clem's voice was weak, scared, _pleading._ She desperately wanted Lee to be her friend again. Carley nodded and smiled. _That was quick, _she thought to herself. Her thoughts went to Lee again. The fact that he was unsettled upset her, it made her want to comfort him.

"The meat is cooked!" Kenny's voice snapped them all from their thoughts. "If y'all want lunch we can eat then we have to leave!"

_Later_, Carley thought to herself. She would talk with Lee when they had a moment to themselves. There, they would be able to talk freely.

The group gathered around the fire. The deer was slim, but it would last for a day. Kenny had cut off 10 small pieces of meat. He stored 5 away for later, leaving 5 pieces for 8 people. Kenny handed them over to Lee, he was the fairest at handing out rations.

Instantly he handed one to Clem. She didn't manage to look Lee in the eyes, so Lee left for Kenny, who was having an unfriendly chat with Christa.

"Here." Lee said to Kenny, handing him a piece of meat. He grinned and nodded in gratitude, but was shocked when he went to Omid and Christa.

"You guys need food?" Lee asked, holding out some meat. Christa smiled, took the food and went over to Omid. Lee then went to Ben.

"Hey, Ben, want some food?" Ben looked up at him, like a scared dog would. He reached out to grab it and managed a small grateful smile. Lee went to Carley with the last piece without thought. She smiled and took it. Lee made a motion to leave, but she grabbed him and led him to the log where they had sat earlier.

"How are you feeling, Lee?" Carley asked, locking eyes with Lee. Lee stared into her warm, light brown eyes and saw concern and sadness.

"Well... I'm just kind of upset about the radio man." Lee admitted, Carley was the only person he could really open up too. "But I'm fine." He said unconvincingly.

"No, Lee, you're not fine. You're upset and it's showing." Carley rubbed his back comfortingly. "But it's alright. Clementine won't make the same mistake again, I won't let her. I promise you that." Carley had done her job, Lee looked slightly comforted.

"Thanks, Carley." Lee said warmly. "How are you feeling, though?" Lee knew that Duck's death had brought a shadow over her and he wanted to lift it. They both knew that he was the only person who could. When he received no response he sighed and just pulled Carley in for a hug. She wanted to let her emotions out, while she was being comforted by the most important person in her life, but they were in public.

Instead, she just let herself be weak, to be held and supported by Lee. That's what the group was like, in her mind. Weak, and dependent on Lee. She remembered the promise she had made to herself back at the motor-inn, to help shoulder the responsibilities of the group. She felt guilty inside because she felt that she had failed that promise so far.

* * *

They were close to Savannah.

It was easy to tell - the landscape was shifting, from dense forest into small farms. They could even see the air getting smokier. The emotions in the train car were mixed. There was excitement and anticipation, as well as some sadness. No one knew what was awaiting them in Savannah. They did know, however, that it would be overrun with walkers. But would there be safe camps or even military?

At last, silhouettes of buildings were visible. Lee was sitting in the driver's compartment with Kenny. Everyone else was in the box car.

"Stop the train. We'll approach on foot." Lee said, breaking the silence. Kenny nodded in acknowledgement. The train was too loud, it'll attract walkers. Lee nodded as well and walked back out to the box car, to tell everyone that they were stopping.

Soon enough, all their supplies were packed out into bags, and they were ready to head out. Saying goodbye to the train was tough for one of them (namely, Chuck), but they quickly decided on a plan: Find a safe place, a stronghold, where they can settle before heading out.

However, there was a problem - Omid's leg. For once, Lee and Carley had agreed with Christa and decided that they needed to find a place quickly. Kenny had disagreed, as per usual, so the pair decided that the two of them would scout out the edge of the city themselves, while the rest of the group stayed back at the train. Chuck seemed delighted, while Clem was visibly worried.

Carley was apprehensive - this would be the first time that Lee and her would be truly by themselves, in a long time. However, she knew that the city was dangerous, and was no place for romance. She watched as the man that was lingering on her mind comforted Clementine. Her eyes went elsewhere, while her mind kept whirring, thinking about what could lie in wait for them in the city. She would protect Lee with her life, whatever danger lay ahead.

She didn't notice Lee walk up to her and was surprised when he spoke, slight amusement in his voice.

"It's almost dawn. Get ready to head out."

Carley snapped her head up before weakly smiling and nodding. When Lee stayed, with an odd expression on his face, she started to worry.

"... You going to be okay?" Lee said finally, relieving Carley slightly. She felt warm inside, of course he was just concerned for her. Her smile strengthened and her light brown eyes warmed considerably.

"Of course I am. You'll be there to rescue me." She said, joking slightly.

"You're independent enough to take care of yourself." Lee said, smiling. It took Carley no time at all to interpret it as a compliment, and that's how Lee had meant it. She flushed slightly, looking at Lee appreciatively and affectionately.

"So... You ready?" Lee asked, faking exasperation. Carley laughed, before nodding.

They got up together and passed Clem, Kenny, Ben, Chuck, Omid and Christa.

"Don't dawdle!" Kenny called, watching the two disappear into the city. Lee shared a look with Carley as they descended into the streets of suburban Savannah.

* * *

The two had found an abandoned house, on the outskirts of the city. Kenny was less than pleased when Lee and Carley had told him the location, he had wanted a spot near the harbour so it would be easier to scope out the boats, but Lee and Carley put Omid's injury first. Carley secretly hoped that she was now holding up her promise better

The group slowly made their way to the start of the streets. Lee and Carley had took the side alleys and rooftops for safety, but their group was much too big for that. Instead, they were forced into taking the main streets.

Lee was slightly ahead of the group with Carley. The pair had agreed to watch out for any danger.

_DONG!_

"What the fuck was that?" Kenny yelled, looking around frantically. Lee scanned the horizon and caught a figure running from the church. They were too far to bother calling out to, though. Suddenly, the radio crackled to life.

"Hello, Lee. I would get off the street if I were you." The voice spoke calmly with a threatening tone. His words were soon explained when they saw the horde. The noise had undoubtedly attracted walkers, that wasn't surprising. What was spur prising was the amount of walkers that the noise had attracted. Walkers in their hundreds were pouring onto the streets. It was fair enough to say that they were sitting ducks.

Kenny, Omid and Christa all ran off the street. Lee's first instinct was Clem. _Where is she?_ He said in his head, looking around frantically. Then he saw them. Clem and Ben were cornered into a fence. Ben could carry Clementine out, right?

"Ben! Help Clementine!"

There was an opening, and Ben saw it. Ben, without thinking, ran straight for it, leaving a helpless little girl behind. Lee didn't even bother to glare at Ben as he went over to Kenny.

"Carley!" He yelled, his voice high pitched. She could tell straight away what he meant, and she pulled out her pistol and started firing at the walkers. Chuck also came out of nowhere, swinging his shovel at the walkers that were enclosing around Clem. Lee waited for an opening, then ran full pelt for her. He grabbed her and was about to run back when the opening closed.

"Lee!" Carley screamed, fright dominating her voice. Her pistol had ran out of ammo, and she was unable to help Lee.

Lee was seriously considering throwing Clem over to Carley but those thoughts were interrupted by a battle cry.

Chuck came charging in with his shovel, clearing a path for them. Lee ran out of the trap, with Clem in his hands.

"Chuck!"

"I'll be alright, lad." He yelled back, sounding unusually calm. Lee was about to nod but was interrupted when Carley threw her arms around him. She was shaken up, having almost lost... her new _family_. Lee felt her shaky breaths and drew a comforting arm around her, pulling her in for a tight hug.

"Come on, we need to get to the house. I told Kenny where it was, they should be there by now." Lee said. He was surprised, but glad, that they had managed a hug with so many zombies around. Carley nodded.

After a short walk in the alleyways, Lee, Clem and Carley made it to the safe house. It was an old-fashioned affair, with boarded up windows and doors. He helped Clem and Carley over the fence before climbing over himself.

He saw Kenny talking with Christa and Omid, but the person he was looking for was Ben. He was leaning against one of the boarded up windows, looking down guiltily.

Lee went over to him and cornered him against the boards.

"Why did you do it?" He snarled, his breath hot.

"I'm sorry! Look, I panicked!" Ben squealed, looking around.

"Like you did with the bandits?" He muttered quietly, so only Ben and Carley heard. Carley gasped, and only then did Lee realise how close she was.

"Lay off, Lee. You've always defended him, he's just a kid." She murmured, frowning.

Lee closed his eyes and sighed. He needed to let go of the anger he was feeling, the anger that would be his downfall if he didn't control it.

He let go of Ben and walked away, looking for a way to open the door.

* * *

"He'll forgive you, Ben." Carley sighed, as she watched Lee digging. He had found a mound of dirt and had decided to start digging, because Omid said that the dog door was radio controlled by a collar.

Carley then almost puked as Lee pulled the collar of the dogs head. The flesh slid right off the bone, a disgusting sight. But they had got the collar.

"Carley..." Lee approached her. "Should I send Clem under? Is it a risk worth taking?"

"You should trust your judgement." She said slowly, smiling. Lee accepted that and went over to Clem. She seemed pleased to be of help.

"...but be careful, ok?" Lee said, the ending stern. Clem nodded, and walked over with Lee towards the door. Lee activated the door and watched as Clem crawled under.

Time seemed to slow in the time that it took for her to open the door, but when she did, everyone drew breaths of relief.

"Lee." He looked around and saw that it was Carley. The look on her face suggested that she wanted to talk. They waited for the rest of the group to settle and search the house before she spoke.

"You forgive Ben?" She asked, sounding worried. Lee thought for a second before nodding.

"I'll have to... He's just a kid, he's just made mistakes. But that was a pretty big one..." Lee muttered, looking at Carley apprehensively.

"Good." She smiled, but her expression turned serious. "But what was that about the bandits?" Lee frowned, he couldn't lie to her a second time.

"I'm sorry for keeping this from you..." He started, mumbling. His voice strengthened when Carley smiled at him, urging him to go on. "Ben was the one who gave the bandits the supplies. He... He almost got you killed."

Carley pondered for a moment. Lee had obviously forgiven Ben, but could she? Of course she would, she had to... He was just a kid...

"It's tough, isn't it?" Lee finally said, looking at Carley. She smiled and snuggled closer to Lee.

"I thought I was going to lose you two..." She said, holding Lee tighter as she did. Lee kissed her forehead softly, fondly.

She looked up, surprised, but was flustered when he moved his lips towards hers.


	6. True Feelings

**A/N: I'm taking a trip from the 15th to the 23rd. There will probably be no Internet, so sorry guys!**

**I made some edits as there were some similarities with other fics.**

* * *

Lee awoke, feeling a weight on his chest. Surprised, he rose to see Carley laying against his chest. They were lying together on the couch, Lee had an arm around Carley. He looked around, seeing everyone apart from Kenny. Clem was lying by herself on a chair opposite him and Carley. Immediately Lee felt a pang of guilt, his selfish longing to be with Carley had left Clem alone. _Carley._ Her name brought hundreds of emotions, the most prominent being longing and love, even if Lee didn't recognize it. Even if he didn't know it, he loved her. Lee looked back at Clem, feeling his face soften. He instinctually grabbed the blanket from the train and draped it over Clem, before frowning and carrying her over to Carley. He then draped the blanket over the two of them, before getting up.

_Now, Kenny,_ Lee thought, wondering where the mustached man was. Thinking of Kenny made Lee confused, too. Was he a friend? They had both had each others back countless times. Yet when they reached the meat locker, so long ago... Lee backed up Lilly, instead of Kenny. That had broken a trust, Kenny started doubting Lee. He hoped that that was really the past now, that it was all behind them. Kenny was a good man to have on your side.

"Kenny's in the attic. Said he needed some space." Ben spoke, his voice trembling. He was obviously still scared of Lee, regardless of what Carley had said.

"You know, we're cool, Ben." Lee frowned, having even Ben upset would be a bad thing. He was meant to be the clumsy, fun, happy-natured guy that could lighten up the whole group. For even him to be down and withdrawn, it would summarize the groups struggles. No one wanted it to happen. Ben looked slightly relieved and Lee heard him exhale, but he left him to his thoughts.

As Lee walked over to the stairs, there was an unusual and unnerving silence. Carley had yet to rise, and Chuck was staring out the window, obviously with things on his mind. Lee looked back up the stairs towards the attic. There was no sound, except a faint breathing.

As Lee's eyes raised over the floor of the attic, he scanned the scene before him. Kenny was kneeling over something, and that thing soon became visible as he rose over the edge and into the attic. The rattling breaths were not Kenny - They were being made by a walker. It was only a kid, it looked no older than Duck, you could even say that he was the same age. Lee shook his head, Kenny was probably feeling like shit.

"Are you feeling alright?" Lee asked apprehensively, frowning. Kenny just stared at the helpless kid walker. It was so weak, it couldn't even reach out and grab Kenny. It had probably starved to death.

_Had his dad failed him too?_ Kenny thought darkly, bringing back all the depressing memories he had repressed for so long.

Lee sighed, knowing what he was about to say would either fix or destroy his friendship with Kenny.

"It's horrific. Fucking terrible." Kenny surprised Lee by speaking first. There was some venom reminiscent of Lilly in his voice.

"I'll do it."

Lee couldn't believe he was saying those words again. But Kenny could.

"Of course you will... I'm too weak. That's why I failed my son." Kenny was still valiantly trying to repress those thoughts. Lee shook his head.

"No. You didn't fail your son. You're a good man, Kenny." Lee said measuredly. "Go down, get some rest. I'll take care of it."

Kenny gave him a look, his expression so downcast that it unsettled Lee greatly. He slowly trudged down, leaving Lee with the walker to take care of.

He slowly raised the gun and pulled the trigger.

The shot woke Carley. She remembered seeing Lee fall asleep, and instead of waking him up, she decided to sleep with him. However, now Lee was missing and there was a gunshot. She immediately feared the worst, her love for Lee was kicking in, without her knowing or understanding.

Then she saw Kenny emerge from the attic, closely followed by Lee, who was carrying a small boy walker. She quickly understood, Kenny had thought of the boy as Duck, and Lee had to kill it for him.

It was something she had quickly grown used to - Lee doing the things that others couldn't bring themselves to. She remembered her promise, the promise she thought she was failing to keep.

She watched as Lee carried the boy outside, then followed behind. Lee noticed her and smiled, giving her a look which she understood. _I'll talk with you later. _She nodded and headed back inside, slightly dissapointed.

"HEY! WHO ARE YOU?!"

Carley span around and ran back out to see Lee with a fierce look.

"What happened?" She asked, her voice slightly panicked.

"I saw a man, just watching us." Lee said, his voice tense. By now the rest of the group had gathered around.

"Wasn't a walker?" Christa asked, her voice more doubtful. She received a stern look from Carley, which Lee gave her as well a moment after. She noted that, slightly amused.

"Come on, I'll take it from here." She said, giving Lee an amused look. The man shook his head, laughing to himself. However he still headed inside, following Clem and Carley.

He decided it was time to designate rooms. Frowning, he realized there were only 5. He quickly decided that Kenny needed space, and Christa and Omid should be together. Frowning, he walked over to Chuck, who was sitting and talking with Ben.

"Hey guys, I've looked at the rooms and theres not enough for one each. Do you guys mind sharing?" Lee lied.

Chuck gave a simple shrug - he didn't mind. Ben looked surprised but shrugged as well. Lee thought it over in his head. Clem would have the small bedroom between him and Carley's and Kenny's. Why? So him and Carley could talk about her in private. It made enough sense, so that's what he would do. Looking outside, it looked as if Christa had finished digging and shoveling.

The sun was almost setting, and they were skipping rations for the night. In reality, they all felt sick, from the events of the past few days. Lee made sure everyone was in their own room before heading to Clem's.

"You alright, sweet pea?"

Clementine was glad to hear the softness back in his voice. He really did forgive her!

"Yep." She said, looking extremely tired. She crawled into her sheets. Lee felt a fatherly urge and spoke.

"Want me to tuck you in?"

She smiled and nodded, feeling comfortable. She was the only one who had ate, so she was by far the one feeling the best. She had been fed, and she was warm in her bed. Lee watched as she drifted off into sleep, his face softening at how peaceful she looked. He finally got up and left for him and Carley's room.

Lee sat down in the bed with Carley, feeling her warmth.

"Lee..." Carley seemed hesitant. "I made myself a promise. That I would help you carry the group and it's burdens. I've failed. I'm sorry..."

"Stop. You're being ridiculous, Carley." Lee put his hands on her shoulders. "You've been the one keeping me going. Without you, I'll never had made it this far. You're special, Carley, and when I'm with you I feel happier, more alive. I feel safe with you." Lee said, finally truly opening up to Carley. His feelings for her had been welling up in him for way too long. There was a short pause, as Lee thought of why he was so attached to her.

"Took the words right outta my mouth." Carley muttered. She smirked at Lee, who smiled back dumbly. They both felt so much longing in that moment. They didn't know that the other was thinking the same thoughts. Sharing a bed was bringing a craving, a desire that both of them wanted so desperately.

Lee pulled Carley down onto the bed and pulled her body into his. He stopped there, a hug was as far they would go. But their hug carried a lot more meaning than before. It was a culmination of all their feelings at that moment, all their longing. They were glad to feel each other against each other again, and they fell asleep in that happy, comfortable way.

* * *

The radio crackled to life.

"Cl...Clem..." The voice spoke, waking Clem.

Clem looked reluctantly at the radio but went over and picked it up.

"Be quiet!" She said, mentally scolding herself for not listening to Lee.

"Alright. Where are you?" Clem remembered how Lee had asked if she was safe before asking where she was. She wondered if that meant anything.

"I'm at this house." Clem replied, angry with herself in a way. The stranger nodded to himself, so she was with Lee and his group. He didn't know how he would Clementine but he would. For her sake.

There was a momentary silence as the stranger thought of what to say.

"Hey, what do your parents look like?" The stranger asked suddenly, his mind forming a plan.

"My dad is really big and strong and tall. My mum is shorter. Her hair reaches her shoulders." Clem explained, wondering why he would ask that.

"Well in that case..." The stranger's tone changed. "Guess who I have with me!"

Clem almost squealed with excitement, everything Lee had told her went out the window.

"Can I see them?!"

"Well, Lee won't let you, will he?" He said, his tone colder.

"But he WANTS to help, he WANTS me to see my parents." Clem protested, torn between two sides. The stranger scoffed.

"Look, he probably won't trust me. He can trust no one in this world. But you can, right?" The stranger asked, hoping that the answer would be yes.

"Yes."

"Good." The stranger paused. "So, we need to get you here without Lee knowing..."

* * *

"You ready?"

Lee looked up to see Kenny gazing at him. He had been sitting on his bed, his hand on Carley's cheek. The two had agreed on setting out early to look for a boat.

"Yeah. Let's go..." Lee sighed, stroking Carley's cheek. She would undoubtedly fret over him when he was gone, like he had worried for her.

As he passed Clem's room he made sure she was sleeping, before heading downstairs.

"WAIT!" Lee instantly recognised the voice as Carley's.

"I'm coming with you." Carley smiled at Lee, while Kenny shrugged, knowing there was no way he could take the two apart.

They departed, heading straight for the harbour. Kenny had insisted he knew the way, but Lee had a map in his pocket just in case. They were extremely watchful, they knew walker counts were high and they would easily be overrun.

_DONG! _

"You gotta be fucking kidding me..." Kenny muttered, before running. They were luckily heading away from the church anyway, but they had to be sure. Soon enough, the harbour came into view, but when they looked closer they realised something was wrong.

"Fuck me." Kenny spat, looking out at the harbour. It had been stripped clean. No usable boats were in sight. Kenny, looking for any hope that could be salvaged, was looking at a small semi-submerged boat.

Lee, however, was looking for any supplies in the area. He saw a novelty telescope that required quarters and an abandoned newsstand. _What if there was a boat out there, in the mist?_ Lee thought, as he walked over to the newsstand, searching for a cash register. He knew that it wouldn't be pillaged, money held no value now. Carley was looking around near the alleyways.

As Lee finally found a quarter, Kenny called them both over.

"Guys..." Kenny spoke slowly, his voice laden with sadness and guilt. "This boat is screwed. I'm sorry, I should have seen this coming."

There was a momentary silence, before Kenny left and sat down. Carley busied herself with searching the nearby buildings for supplies, while Lee set to work on the telescope. He scanned the horizon, seeing nothing. As he swung it around, he was about to leave it when he saw an orange figure climbing down a building.

Lee swung round and gave a low whistle to Carley, who came over and crouched next to him. Kenny crouched down as well. They all watched as the figure went around, looking for supplies. When the figure came close enough Kenny started inching towards her, ignoring the glares he got from Lee and Carley.

He crept up behind her and reached to grab her but she spun around, driving her palm into Kenny's forehead.

"Yo." She said simply and confidently, but took a step back when Lee and Carley emerged.

"Hey, drop the weapon." Lee said, motioning to the hooked blade in her hand. She laughed.

"This ain't just a weapon, man." When Lee raised an eyebrow she laughed. "I'm Molly." She grinned, holding out her hand. When Kenny reached out to grab it, seething, she drew it back. She laughed again, shaking her head.

"Kenny." Lee's voice was firm. Kenny threw up his hands in exasperation.

_DONG!_

"Shit..." Molly said carefully, looking around. "That's not the same bell I rang..." Kennys's eyes widened but Lee couldn't care less at the moment. That was due to the fact that the bell that had just rang was drawing in walkers.

"Well. Nice knowing ya, folks." Molly shrugged, as walkers started appearing in their hundreds. She ran for the nearest alleyway.

"Wait!" Molly turned, to see Carley speaking. "Lee has a little girl who looks up to him. You can't just leave him! We have shelter for you, food, supplies!"

"Tricked ya." Molly sighed, holding out a hand to Carley. She was about to go but she looked at Lee. When he nodded she went up. Kenny followed, but when he stepped on the dumpster it slid it away from Molly. He still managed to get up but it left Lee stranded.

"SHIT, LEE!" Carley yelled, struggling to get loose from Molly who was restraining her.

"No, no, no..." Her screams had turned into sobs. "LEE!" She shrieked one final time, the pain inside her intensified tenfold by her love for this man. Kenny grimaced before running away, with Molly practically dragging Carley.

Lee looked around frantically, before noticing a manhole. He dragged the cover away and jumped in, knowing he would regret it.

* * *

When Carley reached the house, she stormed into her and Lee's room. She jumped under their covers, sobbing, wailing. She picked up Lee's pillow and was going to start sobbing into it, when she saw a picture under it. She looked at it. It was a hand drawn picture, by Clementine, of Lee and Carley holding hands with Clem between them.

The thin walls did nothing to conceal her sobs.

* * *

What a mess he had managed to get himself into.

Lee was stuck in the sewers, to evade the walkers. His suspicions were confirmed when he encountered walkers in the tunnels as well.

His struggles came to an end when he reached a door.

'ALIVE INSIDE' The sign read. Lee shuddered as he remembered the last time he had seen that sign - at his parents pharmacy.

He didn't know what quite to expect when he opened the door, but a shotgun pointed at his head wasn't it.

"Whoa, don't shoot!" He exclaimed, shock on his face.

"Oh, he's a human..." A voice said, sounding relieved. Lee looked around, seeing a bunch of middle-aged men and women.

"Who are you?" A voice asked, the man holding the gun.

"I'm just another survivor. I came down here to avoid the walkers. Uhh, things, I mean."

"Bullshit, you're Crawford, aren't you?" The voice asked gruffly. Apparently the confusion was easily visible on his face because the man sighed.

"You really aren't Crawford?" He asked, his voice hesitant. Lee was still confused.

"Sorry, me and my group came down from Macon and we just arrived today. What's Crawford?"

"Don't worry about it..." The man said uncertainly.

"Sounds like something we should be worried about." Lee muttered darkly, receiving odd looks from the group. "So, who are you guys?"

"We're all cancer patients. Vern here," The person speaking pointed to the man who had been interrogating Lee. "Was our doctor." Lee's eyes widened.

"Look, I understand if you don't trust me right now, but we've got wounded at our camp. Please, give us a chance and help us out. I promise, we'll return him safe." Lee said, choosing his words carefully.

Vern looked thoughtful, obviously undecided.

"Fine." Vern spoke after a small moment of silence. Lee smiled gratefully, nodding.

"So where are you guys based?" Vern asked, as they set off.

"Near the edge. We had wounded, so we had to settle close to where we came from." Lee explained. Vern nodded, that sounded fair enough. Lee was just happy they could get Omid's leg properly looked at.

When they arrived at the house, several things happened. There was the absence of Carley, that was the thing that struck Lee first. He left Vern to talk to the group and treat Omid.

He went over to Carley and his room, and opened the door. Carley looked up, her eyes red from crying. But the look of pure elation and joy in her eyes when she saw him was one he would never forget.

* * *

Vern had settled in well. He had assigned himself the couch, and everyone welcomed him, as he was a doctor. The group was settled, for the first time in what felt like ages.

Molly took the floor, saying that nothing was more comfortable than cold, hard floorboards. (She was clearly joking.)

The group had agreed on a plan. They'd go to this Crawford place to hunt for supplies. But that was for tomorrow.

Clem had told the stranger that the whole group (excluding Omid) was going to Crawford, to check it out. He seemed elated and said to contact him when they left.

The sun had set, everyone was in bed, and Lee was checking on Clem.

"Hey, Clem. Anything new with that thing?" He asked, motioning to the radio. She shook her head, but inside she was kicking herself. When Lee found out, he would be really upset that she had lied to him again. Lee studied her expression carefully, before smiling and leaving.

Carley was lying in the bed, her face looking the other way. When Lee sat on the bed she turned, to face him. Her eyes were still red, the thought of losing him had taken a toll on her. She smiled briefly as Lee lay beside her.

"You all right?" Lee asked, frowning.

"Now that you're here." She returned, her voice calmer than her expression. Lee blushed despite himself. Carley reached out to hold him, her hands bringing him closer to her.

"Lee, when you were gone, when I thought you were gone, a part of me died. I never truly understood my feelings for you until I was about to lose you. And in case we don't survive any longer..." She trailed off, her eyes welling with tears.

Lee put a finger on her lips. "I love you, Carley." He said simply, as Carley started crying into his chest. He really meant the words, his feelings for her were finally recognisable. Carley's mind was whirring. She really loved Lee Everett, how could she not? Yet really, she felt pity for him and herself. This really was love in a hopeless place.

Her thoughts were interrupted by Lee, when he kissed her softly. She looked at him and saw a sad smile on his lips. She leaned forward to meet him, their lips touching in a loving and fond way. They both finally truly understood their feelings that night. When they broke apart, Carley held Lee tightly in a tender hug.

"I love you too, Lee." She murmured in his ear.


End file.
